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Surviving Companies definition

Surviving Companies has the meaning set forth in Section 2.1(a)(ii).
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Surviving Companies means, collectively, the First Surviving Company and the Second Surviving Company.
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Surviving Companies means the First Surviving Company and the Second Surviving Company, collectively.
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Examples of Surviving Companies in a sentence

  • Bermuda NewCo, the Surviving Companies and their respective Affiliates, and the Paying Agent shall be entitled to deduct and withhold (without duplication) from the consideration otherwise payable pursuant to this Agreement such amounts as it reasonably determines are required to be deducted and withheld with respect to the making of such payment under the Code or under any provision of other applicable Tax Law.

  • Notwithstanding any provision of this Agreement to the contrary, none of the parties, the Surviving Companies or the Paying Agent shall be liable to any Person for First Merger Consideration or Second Merger Consideration delivered to a public official pursuant to any applicable state, federal or other abandoned property, escheat or similar applicable Law.

  • If the Member Representative fails to deliver such written statement within such time period, then the E-Commerce Earn-Out Statement (and the calculations, items and amounts contained therein) shall be deemed to have been accepted by the Member Representative and shall be final and binding on the Surviving Companies, Holdings, the Parent Share Recipients, Parent, Merger Sub 1 and Merger Sub 2.

  • Prior to transferring, destroying or discarding any Tax Returns, schedules and work papers, records and other documents in its possession relating to Tax matters of each Acquired Company for any taxable period beginning before the Closing Date, Holdings, the Surviving Companies or Parent (as the case may be) shall provide the other parties with reasonable written notice and offer the other parties the opportunity to take custody of such materials.

  • In connection with any representation of the Companies expressly permitted pursuant to the prior sentence, Parent, Merger Sub 1 and Merger Sub 2 hereby irrevocably waive and agree not to assert, and agree to cause the Surviving Companies and their Affiliates to irrevocably waive and not to assert any conflict of interest arising from or in connection with (i) Counsel’s prior representation of the Companies, and (ii) Counsel’s representation of Seller Group prior to and after the Closing.


More Definitions of Surviving Companies

Surviving Companies has the meaning set forth in the Recitals of this Agreement.
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Surviving Companies means the Earthbound Surviving Company and the Topco Surviving Corporation.
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Surviving Companies shall have the meaning set forth in Section 5.1.
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Surviving Companies. Section 1.2(a) “Tax Matters Agreement” Section 4.20 “Transactions” Recitals “Voting Agreements” Recitals
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Surviving Companies means ASC and ASI after the Mergers); and
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Surviving Companies means, collectively, the SPAC Surviving Company, the Holdings Surviving Company, the Columbia Blocker Surviving Company, the XX Xxxxxxx 1 Surviving Company, the XX Xxxxxxx 2 Surviving Company, the NEA Blocker Surviving Company and the Oak Blocker Surviving Company.
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Surviving Companies as used herein shall be deemed to read as "SURVIVING COMPANY", in each case together with conforming changes deemed made to the text of this Agreement mutatis mutandis).
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